Key Points to Negotiate in a SaaS Agreement

I came across this article and thought it would be excellent to share on my blog. Reading the article, I cannot stress how important point #9 is. One bad thing about SaaS is that you may feel stuck at the hands of the company you have signed up on as it seems they own all your data and moving it anywhere can be a big pain in the ass. As SaaS grows, so will the number of competitors and you don’t want to put yourself in a situation that you can not leave one SaaS provider for another.

So you’ve decided to go with Software-as-a-Service (SaaS). It’s easy to implement, easy to use and has a friendly subscription pricing model. You’re psyched.

Then comes the contract.

While SaaS has simplified enterprise software in many ways, you will still need to review, negotiate and execute a fairly complex contract when subscribing to an “enterprise-class” system. In this post, we will walk you through the nine most important things to consider when negotiating your SaaS agreement.

1. Pricing and Discounts
By pricing software as a utility service, SaaS vendors have simplified software licensing considerably. Most SaaS pricing is based on a subscription – monthly or annual payments for using the system during that period. The subscription pricing is typically based on one simple metric (e.g. users, records, projects) that roughly ties subscription fees to the value of the system. Finally, SaaS vendors tend to publish their pricing openly.

Even with this simplicity and transparency, there is still a need to be vigilant as a buyer. For one, don’t assume that straightforward published pricing means there isn’t room for some negotiation. Many SaaS vendors will discount up to 20% to win your business. The bigger the deal, the bigger the discount. Moreover, if the vendor’s pricing metric doesn’t fit with your business model, you might be able to negotiate custom pricing. Of course, you’ll have to make a cogent argument that the standard metric fails to balance price paid and value received.

2. Additional Costs
Another key component to pricing is ferreting out any extra costs early in the process. Published pricing may appear to be a good value, but extra fees can add up quickly. Common additional costs include extra users, customizations, integrations, third-party services, training and set-up fees. Work with your sales rep early in the process to understand what additional charges might apply to your account.

By far the best way to keep the additional costs down is to avoid customizations to functionality and integration with other systems. The inherent complexity in custom development and data integration makes these services expensive. We recommend that you start with the base system, make use of its core functionality and then assess how important the custom features or integrations are to your success. Start small, think big, grow quickly.

3. Term
If you are negotiating with a vendor over pricing discounts, subscription metrics and additional fees, expect to give something in return. Oftentimes, this means committing to an extended contract term. Vendors like longer terms because it provides more predictability in their revenue forecasting. Terms can be as short as 30 days or as long as five years. If the vendor wants a long-term subscription, we recommend that you start with the shortest – probably one or two years.

If you do agree to a longer term of three to five years, make sure you have an out clause. Typically this would provide a window of opportunity to break the contract during a specific time window. For example, it might allow you to walk after one month of using the system but before 90 days. Another example might be the ability to break the contract if certain levels of service are not provided consistently.

4. Service Level Agreements (SLAs)
Regardless of what you pay for the system, reliability is paramount. The SLA is the vendor’s commitment to keeping the system up and running. It is typically expressed as a percentage of “up time.” You will almost always see the SLA represented as 99.9% or thereabouts. However, there is wide variation in how that number is calculated. Many vendors will simply start with 100% and subtract time during which their internal systems reported an error. Most of these SLAs leave far too much wiggle room for vendors.

If this new SaaS system is mission critical, push the SLA issue to see who is really ready to stand behind their service. The SLA topic is far too detailed to delve into all the considerations here, so we’ll refer you to this great blog post on SLAs. However, we’ll suggest you focus most on the penalty for breaking the SLA when negotiating. Usually these penalties are paltry discounts paid out against future purchases. Just pushing for bigger penalties will provide great insight into the reliability of the system.

5. Renewals
Hopefully, you will want to renew your contract. However, given that the renewal process provides an important exit opportunity from a bad contract, as well as an opportunity to re-negotiate, make sure you are still in control when the renewal date comes around. Be on the lookout for something known as an “evergreen” renewal. An evergreen automatically renews your term, usually 30 days prior to expiration.

If you spot an evergreen renewal, ask to remove it. When a company refuses to remove the clause, this is a red flag. The vendor should have to continue to win your business. Not the other way around. Vendors who offer quality services can be confident that their customers will renew based on value, not because the customer forgot to cancel in time.

6. Scalable Pricing
As your business changes, you may want to expand your use of the system; or, unfortunately, you might need to scale back your use if business deteriorates. It seems likely that your vendor will be more than happy to grow your account, but what if you need to downgrade? In the current economy, this is all too common. Present this scenario to the salesperson and know your options.

In most cases, the vendor will not let you downgrade until the end of your term – another reason to keep the term relatively short. However, if you get in a pickle, you might be able to offer to extend the term of your contract in return for lowering the scale of your subscription.

7. Support
No matter how good the system is, you will need a little help somewhere along the way. Knowing what help is included in your support package is very important. A key point you will want to know is how you will receive support. Is it delivered via the web, by email, phone, or chat? Also ask about the hours of support availability. Is support available 24 / 7 or only during business hours?

Moreover, you should know the quality of support included in your package. A valuable metric for support quality is the response time guarantee. The best support organizations guarantee a thirty minute response time for emergencies and two hours in all other cases. Having a dedicated support staff (i.e. a “customer success manager”) is also very helpful. Flesh these points out in the contract. Just keep in mind that high levels of support might cost a little extra.

8. Backups and Recovery
You’ve trusted someone else with valuable business data; you don’t want them to lose it. Luckily, almost every SaaS vendor performs regular data backups. However, some providers backup more frequently than others. Most vendors will backup data either on a daily or weekly basis. If you input valuable data every day, then you will want to ensure the provider performs a backup each day. Others might back up throughout the day.

The way the backups are performed is also important. Some vendors maintain numerous backups, while others maintain only one and overwrite the previous backup. Creating separate entries allows you to rollback to a prior date if necessary. This takes up a lot of space so you will probably have to ask for it specifically. The final consideration with backups is whether the data is backed up in a separate data center. Keeping it at a separate center will add a buffer against data loss in the event of a data center disaster.

9. Data export
Finally, you will want to include a clause about data export. Two things are key here: you should always retain ownership of your data and you should know how to get it back. This will be most important in two scenarios: 1) if you want to migrate to a new system because you are unsatisfied; or, 2) the vendor goes out of business and you need access to your data even before you select a new system.

The method for getting your data back will vary, but common methods include a XML, CSV, and HTML. For the very technical, a SQL export may be better. That’s all well and good but what happens if the company fails? Most SaaS vendors have prepaid the data center hosting company to “keep the lights on” for a couple months in case they go out of business. This will keep the doors open long enough to get your data exported.

In the comments section below, please share your personal experiences with contract neogtiations. Also, feel free to add other considerations that you feel are important.

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Responses

Hello Mr. Vala,

It was a great article for me to read as a SaaS provider. It is true that the customers should handle cloud computing and SaaS in a proper way. Point no 9 is also important from SaaS providers point of view and also in view of customers. But I think why will a customer find a need to shift between service providers ? If the customer make a long term agreement with the service provider, maybe the service provider will also satisfy all his needs. It depends on the outlook of the customers also, as to how they view a particular SaaS provider in their own scenario and how seriously they are also involved in the project. Trust relationship is always there but how much to insist or give value to it depends on mutual understandings. Rest everything is fine.

Good point and thank you for commenting – Why would a customer find a need to shift between service providers? Well, SaaS is great, but another big problem with SaaS is it’s a “one size fits all” model. Which means you may love a SaaS app today, but what if tomorrow the vendor makes some changes you don’t like? I think the best example is Windows XP -> Windows Vista. There is a reason why the majority of consumers and businesses never upgraded to Vista. With on premise software you have that choice but not so much with SaaS. If Windows was a SaaS application, Microsoft would have had all of us on Vista! There are many other reasons as well such as price or a better product coming to market.

Great to see you again ! At first instance thanks to giving reply to my comment. I would like to bring to your notice is that I had been in programming for past 17 years and now entered into SaaS since past 2-3 years, OS is completely a different scenario, we are dealing with a situation where customized solution probably a php or asp based working over a cloud server, now in this case the database is one, but if we consider fine tuning to a particular customer then, I call it as an added facility or in terms of database may be a added column, so I can very well define user rights on a particular screen or design an altogether different screen for that customer and provide the rights to screen with that added column to that customer only. In this way I am working with same database and it is completely painless, So As a SaaS service provider I do not find any risk in this. The only point which needs to be considered here is that how flexible your database design is, So here the customer should ask a SaaS service provider whether their database is flexible, or most probably assign the task to analyze the database to any professional to analyze the flexibility and normalization of the database. It will really help both the customers and the SaaS service provider to better analyze the situation. And anyways customers do it normally before joining any SaaS Service provider, this added point will definitely help.